Conagra Foods Inc/DE – ‘S-3’ on 12/11/98 – EX-5.1

As of:  Friday, 12/11/98   ·   Accession #:  23217-98-18   ·   File #s:  33-55626, 33-56973, 333-27737, 333-68715

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Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement                                23    103K 
 2: EX-5.1      Legal Opinion                                          1      9K 
 3: EX-23.2     Auditors Consent                                       1      6K 
 4: EX-24       Powers of Attorney                                    12     27K 
 5: EX-25       Form T-1                                               5     24K 

EX-5.1   —   Legal Opinion

                                                                     Exhibit 5.1
McGrath, North, Mullin & Kratz, P.C.
 1400 One Central Park Plaza
 222 South 15th Street
 Omaha, Nebraska 68102
(402) 341-3070

 December 10, 1998

ConAgra, Inc.                                                                   
One ConAgra Drive                                                               
Omaha, NE  68102-5001                                                           

Ladies and Gentlemen:                                                           

         ConAgra,  Inc. (the "Company") proposes to file with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, a registration
statement   on  Form  S-3  (the   "Registration   Statement")   covering  up  to
$1,665,000,000  of debt securities of the Company (the "Debt Securities" ) which
are to be issued in one or more series from time to time under an indenture (the
"Indenture"),  the form of  which  appears  as an  exhibit  to the  Registration
Statement.  In connection with the foregoing, we have examined corporate records
of the Company and such other documents and materials as we considered  relevant
to the opinions set forth below, and have made such  investigation of matters of
law and fact as we have considered appropriate.                                 

Based on the foregoing, we are of the opinion that:           

         1. The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware, and has full corporate   
power to execute and deliver the Indenture and the Debt Securities.             

         2. The  execution and delivery of the Indenture by the Company has been
duly authorized, and, subject to compliance with the procedures specified in the
Indenture   relating  to  the  authorization  of  the  several  series  of  Debt
Securities,  the  issuance  of the Debt  Securities  in such series will be duly
authorized;  and when the Debt Securities of a series has been so authorized and
executed by the  Company,  authenticated  by the trustee and  delivered  against
payment  therefor,  the Debt Securities of such series will  constitute  legally
issued and valid obligations of the Company.                                    

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement and to the use of our name in the section entitled "Legal
Matters" of the Registration Statement.                                         

                         Very truly yours,

                                            McGRATH, NORTH, MULLIN & KRATZ, P.C.

                               /s/ David L. Hefflinger

                    FOR THE FIRM

Dates Referenced Herein

This ‘S-3’ Filing		Date		Other Filings
Filed on:		12/11/98		None on these Dates
		12/10/98
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